Heat oven to 375 degrees. Butter a 3-quart casserole dish; set aside. Place bread in a medium bowl. In a small saucepan over medium heat, melt 2 tablespoons butter (alternately, melt butter in the microwave). Pour butter into bowl with bread, and toss. Set breadcrumbs aside. Pull out 1 1/2 cups of grated cheddar, and 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and reserve.

Fill a large pot with water; bring to a boil. Add macaroni; cook 2 to 3 minutes less than manufacturer's directions, until the outside of pasta is cooked and the inside is underdone. (Different brands of macaroni cook at different rates; be sure to read the instructions.) Transfer macaroni to a colander, rinse under cold running water, and drain well. Set aside.

In a medium saucepan set over medium heat, heat milk. In the same pot you used for boiling the pasta, melt remaining 6 tablespoons butter over medium heat. When butter bubbles, add flour. Cook, whisking, 1 minute.

Pour mixture into prepared dish. Sprinkle remaining 1 1/2 cups cheddar cheese, 1/2 cup Gruyere or 1/4 cup Pecorino Romano, and breadcrumbs over top. Bake until browned on top, about 30 minutes. If after 30 minutes, it's not browned to your liking, broil the topping rather than leaving it in the oven, which may cause the pasta to overcook and sauce to dry out. Transfer dish to a wire rack to cool 5 minutes; serve hot.

Finally...a mac and cheese recipe worth tweaking, to try and match the Crown and Beaver Pub in North Bay. No bread crumbs, Penne pasta and you add sriracha instead of nutmeg and cayenne to taste, I use about a teaspoon...gives it great color too...when you add a glass of Beringer Cab/Sav. it's almost like being there! Thanks Food52 and Martha of course;)

I made this recipe for Thanksgiving dinner today—it was a huge hit! I used 2 cups of store bought breadcrumbs instead of making my own. I loved the even, crunchy topping. The spices were perfect in my opinion...gave it the right amount of flavor without being over the top. This recipe will become a regular!

Also, cook some chicken breasts that are cut into bite sized pieces. Add a botle of wing sauce and a half cup of good blue cheese. Put that in the bottom of the casserole and cover with mac and cheese, or blend it all together. Buffalo Chicken Mac and Cheese.

Why dirty so many pans? I use a big 8 cup measure and melt the butter and cook in the flour in the microwave...add in the milk and cheeses and cook three or four minutes at a time whisking very well in between times. Never a lump. Never scorched if you lose track of time or the phone rings...I always cool the sauce and cool the pasta too. If not, I think the pasta absorbs too much liquid. Try Manchego cheese for the topping.

I've been making this recipe for years and its always been a hit. Not too much cayenne at all. Just gives a little kick. I have occasionally used panko instead of making my own breakcrumbs. And I have layered thinly sliced beefsteak tomato on top before the top layer of cheese and breadcrumbs. I stole that from Ina!!

Agreed, the Cayenne Pepper made this mac & cheese too spicy. Kids wouldn't eat it. I tried making it again several months later omitting the cayenne pepper and leaving everything else the same. It turned out great this time. I took the blue person suggestion and ground the bread into crumbs with melted butter for the topping.

Delicious but WAY too mych Cayenne Pepper. Everyone commented that it was too spicy this was a really expensive dish to mess up! Next time I would use half the recommended amount of Black Pepper and Cayenne Pepper! I also added 3/4 cup of sour cream after blending in the cheese. I ground up my bread crumbs in the food processor because I would rather have bread crumb topping and croutons.

Im guessing this doesn't freeze well; am I right? Also if I do freeze it, I'm guessing I should do so unbaked, and then bake upon thawing - and add the breadcrumbs just before baking / post thaw. Comments? Has anyone tried this?

Just want to verify that this can be prepped the day before and baked the following day...I always make this for Thanksgiving and my inlays love it! I prep the day before and have baked it then, but wanted to put it in the oven when we got to my inlaws so it is fresh as warming it up sometimes does distort the texture. Thanks!

Prepping it the day before it's fine be sure to add your cheese topping & crumb topping just before baking, so the top will come out crunchy. I used to potato hemorrhoids and 14 saltine crackers ground up in the Cuisinart with 2 tablespoons of butter...yum!

I made this tonight using Pecorino Romano cheese and it was excellent. I've been looking for a good mac and cheese recipe that doesn't come out oily and this recipe was perfect. No greasy oil floating on top. And very delicious!

This is, unsurprisingly, incredible mac and cheese. I used two extra slices of bread in order to completely cover the top with a thick layer of croutons, which I would highly recommend. I might increase the cayenne next time but otherwise was delicious. Thank you!

I thought my current recipe was good, but this was deemed the best that I've made. The cheese envelops the bread and the topping is so good (yet so different than sprinkling bread crumbs on top). I used a variety of cheeses as well (and my nephew to grate it all).

Yes, it freezes perfectly. Note that baking time will be significantly longer. Better to do the breadcrumbs before baking. As this makes a very large quantity, you might think about freezing it in two pans instead of one, or more. Perfect for a large buffet or pot luck, as it always gets raves. Cheers.

I have to use cheeses I have onhand. Thank goodness I have white cheddar. I also have a lot of fontina and an Asiago unopened. I do have some gruyere but I think it has to be saved for fondue. I also have a lightly smoked gouda. Do you think I can use some combo of this?

Oh absolutely!! I always use a mixture of whatever cheeses I happen to have on hand! The smoked Gouda will be amazing .. I always try to add some smoked white cheddar, but smoked Gouda would be killer. Of your mix, I would use mostly white cheddar - as fontina and asiago are quite salty & not sharp enough! Good luck :)

Hey! I've done both- baked the night before and reheated, and prep the night before and bake the next day. It was great both times. I might do the breadcrumbs right before the final baking though, to ensure crispness.

Love! I made mine with fridge odds and ends -- cheese I had on hand: cheddar, Gruyere, and Manchego and heavy cream diluted with water. I used less flour (by about a tablespoon) which made the sauce a little soupy for the first meal, but was perfect for reheating. It was fantastic everytime. Will definitely go back to this recipe! Comfort food to the max!

May I ask what do you serve with Mac and Cheese? I am planning to make this recipe for a dinner get together with another couple and I am stumped as to what goes with mac and cheese. Do you use this as a main dish or a side dish? Thank you for your help.